CONFIDENTIAL
AMENDMENT TO SECURITIES PURCHASE AGREEMENT


 


THIS
AMENDMENT (this “Amendment”) is made as of this day of June, 2018 by and between:


 


GENEREX
BIOTECHNOLOGY CORPORATION


(the
“Company”)


 


-and-


 


PHARMA
TRIALS, LLC


(the
“Purchaser”)


 


WHEREAS
the Company and the Purchaser executed and delivered a Securities Purchase Agreement (the “SPA) dated as of March
28, 2017 pursuant to which the Purchaser purchased from the Company, and the Company sold to the Purchaser, an aggregate of three
thousand (3,000) shares of the Company’s Series “H” Convertible Preferred Stock (the “Series H CPS”);


 


AND
WHEREAS the Series H CPS are convertible into shares of the Company’s common stock (the “Conversion Entitlement”);


 


AND
WHEREAS the Company is in the midst of its pursuit of the following specific strategic transaction opportunities in furtherance
of its business plan (the “Prospective Transactions”), particulars of which Prospective Transactions have been
disclosed by the Company to the Purchaser: (i) acquisition of a mail-order pharmacy network; (ii) acquisition of a management
services organization (MSO); and, (iii) acquisition of a compounding pharmacy;


 


AND
WHEREAS the Company has a present intention, but not the obligation, to issue to the Company’s stockholders of record
as of a record date to be determined by the Company’s Board of Directors (the “Board”) a Company common
stock dividend (the “Dividend”) at a ratio (the “Ratio”) to be determined by the Board;


 


AND
WHEREAS execution, delivery, and performance of this Amendment by the Purchaser is a condition precedent to the closing of
the Prospective Transactions and the issuance of the Dividend,


 


NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby irrevocably acknowledged,
the Company and the Purchaser hereby covenant and agree that the SPA is hereby amended as follows:


 


		1.	Notwithstanding
                                         anything to the contrary set forth in the SPA or in the Certificate of Designation in
                                         respect of the Series H CPS, from and after the date hereof and until the earlier of
                                         the Closing Date (as that term is hereinafter defined) and the Termination Date (as that
                                         term is hereinafter defined) the Purchaser will not exercise the Conversion Entitlement.
                                         The Purchaser hereby affirms that, as at the date hereof, the Purchaser is the sole legal
                                         and beneficial owner of the Series H CPS and the Conversion Entitlement remains unexercised
                                         in toto.



 


		2.	The
                                         term “Closing Date” in this Amendment means the date upon which the
                                         Company achieves the non-escrowed completion of its acquisition of not less than two
                                         of the hereinbefore identified three Prospective Transactions.



 


		3.	The
                                         term “Termination Date” in this Amendment means October 31, 2018.



 


		4.	In
                                         the event that the Company declares the Dividend, notwithstanding anything to the contrary
                                         set forth in the SPA or in the Certificate of Designation in respect of the Series H
                                         CPS, the Purchaser hereby waives its entitlement to the Dividend at the Ratio; provided
                                         that (a) the Ratio shall not exceed twenty for one, and (b) the Purchaser shall receive
                                         a Company common stock dividend of one share for every one share of Company common stock
                                         issuable to the purchaser upon exercise of the Conversion Entitlement in toto.



 


		5.	The
                                         Purchaser hereby acknowledges and confirms that it has sought and received independent
                                         legal advice in connection with the Purchaser’s execution, delivery, and performance
                                         of this Amendment.



 


		6.	In
                                         all other respects, the SPA remains in full force and effect and unamended as of the
                                         date hereof.



 


		7.	This
                                         Amendment sets forth the entire agreement and understanding between the parties on the
                                         subject matter hereof. No other representation, inducement, promises, understanding,
                                         condition or warranty not set forth herein has been made or relied upon by either party
                                         hereto.



 


IN
WITNESS WHEREOF the Company and the Purchaser have executed and delivered this Amendment as of the date first written above.


 


	 	GENEREX BIOTECHNOLOGY CORPORATION
	 	 
	 	 
	 	/s/
Joseph Moscato
	 	Name:Joseph
Moscato
	 	Title:President
& Chief Executive Officer
	 	I
have authority to legally bind the Company.
	 	 
	 	 
	 	PHARMA TRIALS, LLC
	 	 
	 	 
	 	/s/
Marissa Leighton
	 	Name:Marissa
Leighton
	 	Title:
	 	I
have authority to legally bind the Purchaser.